ALAN SCOTT - Bombay Stock Exchange · 2020. 12. 4. · Alan Scott Industriess Limited 26 th Annual...

December 04, 2020

To,

The Manager, Corporate Relationship Department,

BSE Lim ited, Dalal Street,

Mumbai.

Dear Sir,

ALAN SCOTT INDUSTRIES S LIMITED

Ref: Scrip Code: BSE- 539115 , Sub: Notice of 26'" Annual General Meeting (AGM)

T his is to inform that the 26'h Annual General Meeting (AGM) of Alan Scott lndustriess Limited is

scheduled to be held at 10:00 A.M. on Wednesday, the 30th day of December, 2020 at Unit No.302, Kumar Plaza, 3rd floor, Near Kalina Mazj id, Kalina-Kurla Road, Santacruz (East), Mumbai 400 029, inter alia to transact the business stated in the Notice dated December 02, 2020 convening the AGM.

We submit herewith a copy of the Annual Report for F.Y. 20 19-20 including the Notice of the Annual General Meeting of the Company scheduled as aforesaid, which is being sent through email/dispatched through the permitted modes. to the Members of the Company.

We request you to kindly take the same on record.

Thanking you,

Director DIN: 07361076

Encl.: As above

CIN - L99999MH1994PLC076732 Registered office: 302,3'd Floor, Kumar Plaza, Kalina Kurla Road, Near Kalina Masjid, Santacruz East, Mumbai 400029

Website: alanscottind.com email: [email protected] Tel: +9161786000/01, 9867644930

ALAN SCOTT INDUSTRIESS LIMITED

TWENTY SIXTH ANNUAL REPORTS

2019-2020

Alan Scott Industriess Limited 26th

Annual report

Page 1

CONTENTS

Particulars Page No.

Notice 3

Directors’ Report 12

Annexure to Directors’ Report 18

Independent Auditors Report 26

Balance Sheet as at 31st March 2020 34

Profit & Loss Account for the year ended 31st March 2020 35

Cash Flow statement for the year ended 31st March 2020 36

Schedules to the Accounts 37

Attendance Slip 50

Proxy Form 52

Route Map of AGM Venue 54


Annual report

Page 2

ANNUAL REPORT

2019-2020

BOARD OF DIRECTORS

Ms. Saloni Suresh Jain Chairperson & Additional Director (w.e.f. 29.06.2020)

Mr.Pranav Dangi Additional Director (w.e.f. 29.06.2020)

Mr. Srivardhan Ashwani Khemka Additional Independent Director (w.e.f.11.11.2020)

Mr.Vaibhav Prakash Bhandari Additional Independent Director (w.e.f.11.11.2020)

Mr Soketu Parikh Managing Director (upto 1.7.2020)

Ms Asmita Parikh Director & CFO (upto 1.7.2020)

Mr Mahendra B Dave Independent Director (upto 11.11.2020)

Mr Jaymin Modi Independent Director (upto 19.08.2020)

Chief Executive Officer Mr SureshKumar Pukhraj Jain (w.e.f. 11.11.2020)

Chief Financial Officer Mr Mahendra Dave (w.e.f. 11.11.2020)

Company Secretary Mr Kuldeep Kumar Dangi (Upto 19.08 2020)

STATUTORY AUDITORS:

Pravin Chandak & Associates, Chartered Accountants, Mumbai

REGISTERED OFFICE:

Unit No.302, Kumar Plaza, 3rd

Floor, Near Kalina Masjid, Kalina Kurla Road, Santacruz East,

Mumbai - 400029

(CIN: L99999MH1994PLC076732)

Phone No. 022-61786000/001

Website : www.alanscottind.com

Email : [email protected]

BSE Ltd.

Code No. 539115

Demat ISIN: INE273F01022

BANKERS:

Punjab National Bank & ICICI Bank Ltd

REGISTRAR & SHARE TRANSFER AGENT

Link Intime India Pvt. Ltd.

C 101, 247 Park, L.B.S.MARG, Vikhroli (West), Mumbai-400083

Tel: 022-25963838, 25946970

Email : [email protected]

Website : www.linkintime.co.in


Annual report

Page 3

NOTICE

NOTICE is hereby given that the 26 t h Annual General Meeting of the Members of ALAN SCOTT

INDUSTRIESS LIMITED will be held at 10:00 A.M. on Wednesday, the 30th day of December, 2020

at Unit No.302, Kumar Plaza, 3 r d floor, Near Kalina Mazjid, Kalina-Kurla Road,

Santacruz (East) , Mumbai 400 029, to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as on 31st

March, 2020 and Statement of

Profit & Loss Account for the year ended on that date along with Directors’ Report and

Auditors’ Report thereon.

2. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

“RESOLVED THAT M/s. Pravin Chandak & Co., Chartered Accountants (Registration Number

116627W) be and are hereby appointed as the Statutory Auditors of the Company, to hold office

from conclusion of this meeting till the conclusion of the Annual General meeting to be held in the

year 2025, on such remuneration as may be mutually agreed upon between the said auditors and the

Board of Directors of the Company.”

SPECIAL BUSINESS:

3. To consider and if thought fit, to pass with or without modification(s) the following resolution as an

Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the rules made

thereunder (including any statutory modification(s) or re-enactment thereof for the time being in

force) Mrs. Saloni Suresh Jain (DIN: 07361076), who was appointed as an Additional Director on

June 29, 2020 and in respect of whom the Company has received a notice in writing from a member

proposing his candidature for the office of Director, be and is hereby appointed as Director of the

Company, liable to retire by rotation.”



“RESOLVED THAT pursuant to the provisions of the Companies Act, 2013 and the rules made

thereunder (including any statutory modification(s) or re-enactment thereof for the time being in

force) Mr. Pranav Dangi (DIN: 07361138), who was appointed as an Additional Director on June 29,

2020 and in respect of whom the Company has received a notice in writing from a member proposing

his candidature for the office of Director, be and is hereby appointed as Director of the Company,

liable to retire by rotation.”



“RESOLVED THAT pursuant to the provisions of Sections 149,152 and any other applicable

provisions if any, of the Companies Act, 2013 read with Schedule IV of the Companies Act, 2013,

and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any

statutory modification(s) or re-enactment thereof for the time being in force) and SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 approval of the members of the

company be and is hereby given to the appointment of Mr. Srivardhan Ashwani Khemka (DIN:

08942106 ), who was appointed by the Board of Directors as an Additional Director (Independent)

with effect from November 11, 2020 and who holds office upto the date of this Annual General

Meeting of the Company and who has submitted a declaration that he meets the criteria of the

independent directorship as provided in Section 149(6) of the Companies Act, 2013 and who is

eligible for appointment, be and is hereby appointed as an Independent Director of the Company,

who shall hold office for a period of five years from the date of his appointment and shall not be

liable to retire by rotation.”


Annual report

Page 4



“RESOLVED THAT pursuant to the provisions of Sections 149,152 and any other applicable of the

Companies Act, 2013 read with Schedule IV of the Companies Act, 2013, and the Companies

(Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or

re-enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 approval of the members of the company be and is hereby given to

the appointment of Mr. Vaibhav Prakash Bhandari (DIN: 07492925), who was appointed by the

Board of Directors as an Additional Director (Independent) of the Company with effect from

November 11, 2020 and who holds office upto the date of this Annual General Meeting of the

Company and who has submitted a declaration that he meets the criteria of the independent

directorship as provided in Section 149(6) of the Companies Act, 2013 and who is eligible for

appointment, be and is hereby appointed as an Independent Director of the Company, who shall hold

office for a period of five years from the date of appointment and shall not be liable to retire by

rotation.”



“RESOLVED THAT pursuant to the applicable provisions of the SEBI (Issue of Capital and

Disclosure Requirements) Regulations, 2018, SEBI (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011, (SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015) and any other laws and regulations as may be applicable from time to time (including any

statutory modification(s) or re-enactment thereof for the time being in force) and subject to necessary

approvals from the Stock Exchanges and other appropriate statutory authorities, as may be necessary,

the consent of the Members of the Company be and is hereby accorded to re-classification of Mr

Soketu Parikh and Concord Capitals Pvt . Ltd. Collectively holding 10,000 Equity shares in the

Company, from the “Promoter and Promoter Group” shareholding of the Company to the “Public”

shareholding of the Company .”

“RESOLVED FURTHE THAT for the purpose of giving effect to the above resolution, the Board or

the officers authorized by the Board in this regard be and are hereby authorized to do all such acts,

deeds, matters and things as may be necessary or expedient and to settle all such questions,

difficulties or doubts whatsoever that may arise and take all such steps and decision in this regard to

give effect to the aforesaid resolution without requiring the Board to secure any further consent or

approval of the members of the Company.”

ON BEHALF OF THE BOARD OF DIRECTORS

FOR ALAN SCOTT INDUSTRIESS LIMITED

Sd/-

SALONI SURESH JAIN

(CHAIRMAN)

DIN: 07361076

Registered Office

Unit no.302, Kumar Plaza,

3rd floor, Near Kalina Masjid,

Kalina Kurla Road,

Santacruz (East)

Mumbai- 400029

Date: 02/12/2020


Annual report

Page 5

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO

APPOINT ONE OR MORE PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF

HIMSELF/HERSELF AND SUCH PROXY / PROXIES NEED NOT BE A MEMBER /

MEMBERS OF THE COMPANY.

2. Proxies in order to be effective must be deposited at the Company’s Registered Office not less than

48 hours before the time of the Meeting.

3. A PERSON CAN ACT AS A PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50

AND HOLDING IN THE AGGREGATE NOT MORE THAN 10 PERCENT OF THE TOTAL

SHARE CAPITAL OF THE COMPANY. HOWEVER, A MEMBER HOLDING MORE THAN

10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS

MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT

AS PROXY FOR ANY OTHER PERSON OR MEMBER.

4. An explanatory statement pursuant to Section 102 of the Companies Act, 2013 relating to items Nos.

3 to 7 of the notice is annexed.

5. As required under Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, profile of Directors seeking appointment/re-appointment at the Annual General

Meeting is annex to this notice. 6. Pursuant to Section 91 of the Companies Act, 2013, the Register of Members and Share Transfer

Books of the Company will remain closed from 25/12/2020 to 30/12/2020 (both days inclusive).

7. The Corporate Members intending to send their duly authorized representative(s) are requested to

send a duly certified copy of the Board resolution authorizing their representative(s) to attend and

vote at the Annual General Meeting.

8. In accordance with, the General Circular No. 20/2020 dated 5th May, 2020 issued by MCA and

Circular No. SEBI/HO/CFD/ CMD1/CIR/P/2020/79 dated 12th May, 2020 issued by SEBI, owing to

the difficulties involved in dispatching of physical copies of the financial statements (including

Report of Board of Directors, Auditor’s report or other documents required to be attached therewith),

such statements including the Notice of AGM are being sent in electronic mode to Members, whose

e-mail address is registered with the Company or the Depository Participant(s).

9. Members are hereby requested to notify change in their addresses, make correspondence and send

documents of share transfers, etc. either directly to the Company at the Registered Office or to the

Office of Share Transfer Agents of the Company, M/s Link Intime India Private Limited, at C-101,

1st Floor, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400083.

10. The members who hold shares in electronic form are requested to write their client ID and DP ID

and those who hold shares in physical form, are requested to write their Folio number in the

attendance slip for attending the meeting.

11. The shareholders, who still hold share certificates in physical form, are advised to dematerialize

their shareholding to avail the benefits of dematerialization, which includes easy liquidity since the

trading is permitted in dematerialized form only, electronic transfer, savings in stamp duty and

elimination of possibility of loss of documents and bad deliveries.

12. Voting through electronic means: In compliance with the provisions of Regulation 44 of the SEBI (LODR) Regulations, 2015,

Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management &

Administration) Rules, 2014 and the Secretarial Standard on General Meetings, the Company is

pleased to provide to Members the remote e-voting facility to exercise their right to vote on

business to be transacted at the Annual General Meeting by electronic means through e-voting

services provided by Central Depository Services (India) Limited (CDSL). A Member, who has

voted on a resolution through e-voting facility, will not be entitled to change it subsequently.

Further, a Member, who has voted through the e-voting facility, will not be permitted to vote again

at the venue of the Annual General Meeting of the Company.

The instructions for Members for voting electronically are as under:-

(i) Shareholders, who have already voted prior to the meeting date would not be entitled to vote

at the meeting venue.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID


Annual report

Page 6

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with

the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and

voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax

Department (Applicable for both demat shareholders as well as

physical shareholders)

• Members who have not updated their PAN with the

Company/Depository Participant are requested to use the first two

letters of their name and the 8 digits of the sequence number in the

PAN field.

• In case the sequence number is less than 8 digits enter the

applicable number of 0’s before the number after the first two

characters of the name in CAPITAL letters. Eg. If your name is

Ramesh Kumar with sequence number 1 then enter

RA00000001 in the PAN field.

Dividend Bank

Details

OR Date of Birth

(DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy

format) as recorded in your demat account or in the company records in order

to login.

If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’

menu wherein they are required to mandatorily enter their login password in the new

password field. Kindly note that this password is to be also used by the demat holders for

voting for resolutions of any other company on which they are eligible to vote, provided that

company opts for e-voting through CDSL platform. It is strongly recommended not to share

your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xi) Click on the EVSN for Alan Scott Industriess Limited.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES

implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to

change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your

vote.

(xvi) You can also take a print of the votes cast by clicking on “Click here to print” option on the

Voting page.

(xvii) If a demat account holder has forgotten the login password then Enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by the

system.


Annual report

Page 7

(xviii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for

android based mobiles. The m-Voting app can be downloaded from Google Play Store.

iPhone and Windows phone users can download the app from the App Store and the

Windows Phone Store respectively. Please follow the instructions as prompted by the

mobile app while voting on your mobile.

(xix) Note for Non – Individual Shareholders and Custodians

• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are

required to log on to www.evotingindia.com and register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected].

• After receiving the login details a Compliance User should be created using the admin login

and password. The Compliance User would be able to link the account(s) for which they wish

to vote on.

• The list of accounts linked in the login should be emailed to [email protected]

and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for

the scrutinizer to verify the same.

(xx) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help

section or write an email to [email protected].

The voting period begins on S u n d a y , the 27th December 2020 (9.00 A.M.) and ends

on Tuesday, the 29th December, 2020 (5.00 P.M.). During this period Shareholders of the

Company holding share either in physical form or dematerialized form as on the cut-off date

which shall be close of business hours on Thursday, the 23rd December, 2020 may cast their

vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

In case you have any queries or issues regarding e-voting you may refer the Frequently Asked

Questions (FAQS) and e-voting manual available at www.evotingindia.com under help

section or write an email to [email protected].

Mr. Upendra Shukla, Practicing Company Secretaries, has been appointed as Scrutinizer for

conducting e-voting process in a fair and transparent manner.

The results shall be declared as per the proceedings of the Annual General Meeting of the

Company. The results declared along with Scrutinizer’s Report shall be placed on the

Company’s website and on website of CDSL within 2 (two) days of passing of the

Resolutions at the Annual General Meeting of the Company and communicated to the BSE

Limited.


Annual report

Page 8

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE

COMPANIES ACT, 2013

ITEM NO. 3

On the recommendation of the Nomination & Remuneration Committee, the Board of

Directors had appointed Ms. Saloni Jain (DIN: 07361076) as an Additional Director w.e.f. 29th

June, 2020. Pursuant to Section 161 of the Companies Act, 2013, Ms. Saloni Jain holds office

up to the date of the ensuing Annual General Meeting. The Company has received an

intimation from a member of the Company conveying his intention to propose the

appointment of Ms. Saloni Jain as Director in the forthcoming annual general meeting.

Ms. Saloni Jain is by profession a Chartered Accountant. She has got more than 7 years’ work

experience as an Investment Banker. Your Directors are of opinion that association of

Ms.Saloni Jain will be in the best interest of the Company.

Ms. Saloni Jain does not hold any share in the Equity capital of the Company.

The Board accordingly recommends the Resolution as at item No. 3 of this Notice for the

approval of the Members as an Ordinary Resolution.

Ms. Saloni Jain and Mr. Suresh Jain (CEO) may be deemed to be interested in the proposed

resolution to extent of his shareholding in the Company. None of the other Directors and key

managerial personnel of the Company and their relatives is concerned or interested finically or

otherwise in the proposed resolution.

ITEM NO. 4

On recommendation of Nomination & Remuneration Committee, the Board of Directors had

appointed Mr. Pranav Dangi (DIN: 07361138) as an Additional Director w.e.f. 29th June,

2020. Pursuant to Section 161 of the Companies Act, 2013 Mr.Pranav Dangi holds the office

up to the date of the ensuing Annual General Meeting.

Mr. Pranav Dangi is MBA in finance. He has more than six years’ experience in Hospitality

and Business Management. Your Directors think it prudent to have association of Mr. Pranav

Dangi in interest of the Company.

Mr. Pranav Dangi does not hold any share in the Equity capital of the Company.

The Board accordingly recommends the Resolution as at Item No. 4 of this Notice for the


Mr. Pranav Dangi is the husband of Ms. Saloni Jain and son-in-law of Mr. Suresh Jain (CEO).

Hence, they may be deemed to be interested in the proposed resolution to extent of the

shareholding of Mr. Suresh Jain in the Company. None of the other Directors and key

managerial personnel of the Company and their relatives is concerned or interested finically or

otherwise in the proposed resolution.

ITEM NO. 5

On recommendation of the Nomination & Remuneration Committee, Mr. Srivardhan A.

Khemka (DIN: 08942106) was appointed as an Additional Director (Independent) w.e.f. 11th

November, 2020. Pursuant to Section 161 of the Companies Act, 2013 Mr. Khemka holds

office up to the date of the ensuing Annual General Meeting.

Section 149 and Section 152 inter alia specifies that:

(a) Independent Directors shall hold office for a term of upto five consecutive years, and shall

be eligible for re-appointment for a further period of five years, subject to passing of Special

Resolution by the Shareholders in General Meeting; and


Annual report

Page 9

(b) An Independent Director shall not be liable to retire by rotation at the AGM.

In the opinion of the Board Mr. Srivardhan A. Khemka (DIN: 08942106) is a person of

integrity, possesses the relevant expertise and experience, fulfils the conditions specified in the

said Act and the rules made there under and is independence of the management of the

Company. Mr. Khemka is BMS from Mumbai University and has about three years’

experience in pharma industry.

Draft letter of appointment proposed to be issued to Mr. Srivardhan A. Khemka on his

appointment as Director, stipulating terms and conditions of his appointment is available for

inspection by the Members at the Registered Office of the Company during normal Business

Hours on any working day. The Company has also received declaration from him that he

meets with the criteria of independence as prescribed both under sub-section (6) of Section

149 of the Act and under Listing Regulations.

The Board accordingly recommends the Resolutions at Item No. 5 of this Notice for the


None of the Directors or Key Managerial Personnel of the Company or their relatives is in any

way concerned or interested, financially or otherwise, in the Resolution at Item No.5 of this

Notice.

ITEM NO. 6

On recommendation of the Nomination & Remuneration Committee, Mr. Vaibhav P.

Bhandari (DIN: 07492925) was appointed as an Additional Director (Independent) w.e.f. 11th

November, 2020. Pursuant to Section 161 of the Companies Act, 2013 Mr. Vaibhav P

Bhandari holds office up to the date of the ensuing Annual General Meeting.

Section 149 and Section 152 inter alia specifies that:

(a) Independent Directors shall hold office for a term of upto five consecutive years, and shall

be eligible for re-appointment for a further period of five years, subject to passing of Special

Resolution by the Shareholders in General Meeting; and

(b) An Independent Director shall not be liable to retire by rotation at the AGM.

In the opinion of the Board Mr. Vaibhav P. Bhandari (DIN: 07492925) is a person of integrity,

possesses the relevant expertise and experience, fulfils the conditions specified in the said Act

and the rules made there under and is independence of the management of the Company. Mr.

Vaibhav Bhandari is Commerce Graduate from Mumbai University. He has passed C.A. inter

of the Institute of Chartered Accountants of India. Mr. Vaibhav Bhandari has about eight

years’ experience in accounts and finance.

Draft letter of appointment proposed to be issued to Mr. Vaibhav P. Bhadnari on his

appointment as Director, stipulating terms and conditions of his appointment is available for

inspection by the Members at the Registered Office of the Company during normal Business

Hours on any working day. The Company has also received declaration from him that he

meets with the criteria of independence as prescribed both under sub-section (6) of Section

149 of the Act and under Listing Regulations.

The Board accordingly recommends the Resolutions at Item No. 6 of this Notice for the


None of the Directors or Key Managerial Personnel of the Company or their relatives is in any

way concerned or interested, financially or otherwise, in the Resolution at Item No.6 of this

Notice.


Annual report

Page

10

ITEM NO. 7

Mr. Soketu J. Parikh and Concord Capitals Pvt. Ltd both together are holding 10,000 shares in

the equity capital of the Company. After take-over of the Company by Mr SureshKumar P.

Jain alongwith Mr Pranav Dangi (person acting in concert) and completing the requisite

formalities under Regulations 3(1) and 4 read with Regulation 15(1) of the SEBI (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011, the management of the Company

really lies under the control of Mr Jain and Mr Dangi and they are Promoters of the Company.

Mr. Soketu J. Parikh and Concord Capitals Pvt. Ltd. do not exercise any control over the

Company and is not engaged in the Management of the Company. The Company has also not

entered into any shareholders Agreement with them. Further none of them has got any veto

Rights as to voting power or control of the Company. They do not even have any Special

Information Rights. They have requested to the Company to remove them as

Promoter/Promoter Group and reclassify them as “Public Shareholder” of the Company

In view of above, your Directors think it prudent that the names of Mr Soketu J. Parikh and

Concord Capitals Pvt. Ltd. Be deleted as Promoters of the Company.

Further as per Rule 19A of the Securities Contracts (Regulation) Rules, 1957, the public

shareholding as on date fulfills the minimum public shareholding requirement of at least 25%

and the proposed reclassification does not intend to increase the public shareholding to

achieve compliance with the minimum public shareholding requirement.

The Board of Directors recommends passing of the resolution as stated at item No.7 of the

notice convening the Annual General Meeting.

None of the Directors or Key Managerial Personnel or their relatives are in any way

concerned or interested financially or otherwise in the resolution.

The relevant documents in this regard are available for inspection in physically and/or

electronic form, between 11.00 A.M. to 1.00 P.M. on all working days i.e. Monday to Friday,

till 30th December, 2020 at the Registered Office of the Company.

ON BEHALF OF THE BOARD OF DIRECTORS

FOR ALAN SCOTT INDUSTRIESS LIMITED

Sd/-

SALONI SURESH JAIN

(CHAIRMAN)

DIN: 07361076

Place: Mumbai

Dated: 02/12/2020


Annual report

Page

11

Annexure A

Details of Directors seeking appointment/ re-appointment at the ensuing Annual General Meeting

fixed on Wednesday, the 30th December, 2020 as required under Regulation 36(3) of the SEBI

(LODR) Regulations, 2015.

Name of the Director Mrs. Saloni Suresh

Jain

Mr. Pranav Dangi Mr. Srivardhan

Ashwani

Khemka

Mr. Vaibhav

Prakash

Bhandari

Director Identification

Number

07361076 07361138 08942106 07492925

Date of Birth 19.08.1989 19.08.1987 22.01.1996 08.12.1987

Age 31 years 33 years 24 years 32 years

Date of Appointment 29.06.2020 29.06.2020 11.11.2020 11.11.2020

Qualification C.A. BE & PGDM BMS C.A. INTER

Relationship with

Director/Manager/KMP

Wife of Mr Pranav

Dangi & Daughter of

CEO

Husband of Saloni

Jain and Son-in

Law of CEO

Not Applicable Not Applicable

Brief Profile Ms. Saloni is a C.A.

and has more than 7

years’ experience as

an Investment Banker

He is a BE in

Information

Technology and

Post-Graduate

Diploma in

Management

(Finance). He has

more than 6 years’

experience in

Hospitality and

Business

Management

He is BMS from

Mumbai

University and

has three years’

experience in

pharma industry.

He is Inter C.A.

and has eight

years’

experience in

accounts and

finance.

Directorship held in other

Companies (excluding

Section 25 And foreign

Companies)

1.Incipient Real

Estate Pvt. Ltd

2. The Hosteller

Hospitality Pvt Ltd

3. Sun Capital

Advisory Services

Pvt. Ltd

4. Sunniva Corporate

Advisory Pvt Ltd

5.Suncap Insolvency

Professionals Pvt Ltd

6.Suncap SS Global

Venutures Pvt Ltd

7.Vishwakarma

Kaushal Kendra

8.Sun-KK Capital

Advisors LLP

1. The Hosteller

Hospitality Pvt

Ltd

2. ACI Worldwide

Solutions

Pvt.Ltd

Nil

Nil

Memberships/Chairmans

hip of committees of

other companies

(includes only Audit &

Shareholders/ Investors

Grievance/ Stakeholders

Relationship Committee)

Nil

Nil

Nil

Nil

Shareholding in the

Company (Equity)

Nil Nil Nil Nil


Annual report

Page

12

To,

The Members,

DIRECTORS’ REPORT

Your Directors are pleased to present their 26t h

Annual Report on the working of the Company

together with the Audited Statements of Accounts for the year ended 31st March, 2020.

FINANCIAL HIGHLIGHTS:

(Amt in Rs.)

Dividend:

Directors have not recommended any dividend.

Directors’ Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to be best of their

knowledge, confirm that –

a) in the preparation of the accounts the applicable accounting standards have been followed along

with proper explanations relating to material departure;

b) appropriate accounting policies have been selected and applied consistently and have made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the Company at the end of the financial year and of loss of the Company for

that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting fraud and other irregularities;

Particulars 31st March, 2020 31st March, 2019

Total Income 4,63,972 11,59,224

Less: Total Expenditure 10,83,336 10,46,722

Profit/(Loss) Before Interest, Depreciation and

Tax

(6,19,364) 1,12,502

Less: Depreciation - 3,916

Less: Interest 47,423 44,317

Profit/(Loss) Before Extraordinary Items and

Tax

(6,66,787) 64,269

Less: Extra-Ordinary Items - -

Profit/(Loss) Before Tax (6,66,787) 64,269

Less: Tax Expense

a) Current Tax - -

b) Deferred Tax 11,020 -

Profit/(Loss) For The Year (6,77,807) 64,269


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13

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls to be followed by the Company and that such

internal financial controls are adequate and were operating effectively;

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws

and that such systems were adequate and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication of certain information in Directors’ Report and Management Discussion &

Analysis, the Board of Directors of your Company has presented the composite summary of

performance and functions of the Company.

Economy

Global economy is adversely affected due to COVID-19 pandemic and Indian economy is no exception.

Economic activity in the financial year 2020-21 is expected to gather pace benefiting from a

conducive domestic and global environment. Various incentive schemes including direct money

transfer in the accounts of farmers, are expected to accelerate growth in coming years.

Industry Structure and development

Your Directors are actively considering various avenues of business. One of the preferred areas being

consultancy business. With higher economic growth trajectory, consultancy business is bound to

show significant growth. However, with globalization, the industry is increasingly pre-dominated by

multinational consultancy firms.

Performance:

During the year under review, the Company earned an income of Rs.4,63,972/- as against

Rs.11,59,224/- in previous year. The Company incurred a loss of Rs. 6,77,807/- as against a profit of Rs. 64,269/-a year ago.

Material Changes and Commitment:

There have been no material change and commitment affecting the financial position of the Company

between the end of the financial year to which the financial statements relate and the date of this

report.

Opportunity and Threats:

Considering the Indian macro-economic factors are in much better shape as also various stimulates

being provided by the Government, it appears that the Company will have better opportunity to

grow.

Future Outlook:

According to new GDP, it seems that the country is getting back to a higher growth trajectory. Jobs

are being created in the service sector, that coupled with government expenditure on core

infrastructure and initiative such as ‘Make in India’ are giving the required impetus to urbanization,

which will augur well for the economy in general and your Company in particular in medium to long

term.

Subsidiary:

The Company does not have any subsidiary company.


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14

Consolidated Financial Statement:

Since the Company does not have any subsidiary company or associate or joint venture, consolidated

financial statements are not prepared.

Corporate Governance:

Provisions of para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures

Requirements) Regulations, 2015 are not applicable to your Company. Hence, report on Corporate

Governance is not annexed.

Loans, Guarantees and investments

The Company has not given any loan or guarantee. The Company has not made any investment in

shares, securities and bonds.

Public Deposit:

Your Company has not accepted any deposits from the public, its shareholders or employees during

the year under review.

Transaction with Related Parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies

Act, 2013. Hence, Information on transactions with related parties pursuant to Section 134 (3)(h) of

the Act read with rule 8(2) of the Companies (Accounts) Rules,2014 in Form AOC-2 is not provided.

Conservation of Energy, etc.

Since your Company is not engaged in any manufacturing activity, information as required under the

provisions of Section 143(3)(m) of the Act is not furnished. During the year, the Company neither

earned nor spent any foreign exchange.

Directors and Key Managerial Personnel

Due to change in promoters, Mr. Soketu Jayantkumar Parikh and Ms. Asmita Jayantkumar Parikh

resigned as Directors on 1st July, 2020. Your Directors place on record their appreciation for guidance

and services rendered by Mr. Soketu Jayantkumar Parikh and Ms. Asmita Jayantkumar Parikh during

their tenure. Consequent upon resignation, Mr. Soketu Jayantkumar Parikh and Ms. Asmita

Jayantkumar Parikh ceased to be a member of the Audit Committee and Nomination & Remuneration

Committee. Mr Jaymin Modi, an Independent Director of the Company was resigned w.e.f. 19th August

2020 and Yours Directors place on record their appreciation for guidance and services rendered by Mr

Jaymin Modi.

The Board of Directors in its meeting held on 29th June, 2020 appointed Mrs. Saloni Suresh Jain and Mr.

Pranav Dangi as Additional Directors (Promoters). The Board in its meeting held on 11th November,

2020 appointed Mr. Srivardhan Ashwani Khemka and Mr. Vaibhav Prakash Bhandari as Additional

Directors (Independent). Pursuant to the provisions of Section 161 of the Companies Act, 2013 Mrs.

Saloni Suresh Jain, Mr. Pranav Dangi, Mr. Srivardhan Ashwani Khemka and Mr. Vaibhav Prakash

Bhandari will be vacating their respective offices as Directors. However, the Company has received a

notice from a member conveying their intention to propose their candidature as Directors in the

forthcoming Annual General Meeting. Mr. Mahendra B. Dave resigned as Director to join the Company

as Chief Finance Officer.

Since all the Directors on the Board would be vacating their respective offices in the forthcoming

Annual General Meeting and seek re-appointment thereat, the question of Director retiring by rotation

does not arise.


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15

During the year under review, none of the non-executive directors had any pecuniary relationship or

transactions with the Company.

Mr. Mahendra Balkrishan Dave is appointed as a Chief Finance Officer with effect from November 11, 2020.

Mr. Suresh Jain is appointed as a Chief Executive Officer of the Company effective from November 11,

2020.

Mr. Kuldeep Dangi, Company Secretary, resigned with effect from 19th August, 2020.

Disclosure by Independent Directors:

All the Independent Directors have furnished declarations that they meet the criteria of independence

as laid down under Section 149 (6) of the Companies Act, 2013.

Audit Committee:

The Committee was re-constituted and is now comprised of Mr. Vaibahv P. Bhandari,

Mr. Srivardhan A. Khemka; both Independent Directors, and Ms. Saloni Jain. All the

members of the Committee are having financial and accounting knowledge. The Committee met Five

times during the financial year 2019-20.

Nomination & Remuneration committee/policy:

The Nomination and Remuneration Committee was re-constituted and is now comprised of Mr.

Srivardhan A. Khemka, Mr. Vaibhav P. Bhandari and Ms. Saloni Joni; all are non-executive

Directors. The Committee met twice during the financial year.

The Nomination and Remuneration Policy recommended by the Nomination & Remuneration

Committee is duly approved and adopted by the Board of Directors. The said policy is annexed to the

report as Annexure I.

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was re-constituted and is now comprised of Ms. Saloni

Jain, Mr. Srivardhan A. Khemka and Mr. Vaibhav P. Bhandari. The Committee met once during the

financial year.

Board Meetings:

Five meetings of the board were held during the year under review. One meeting of the independent

directors was also held during the year.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 the Board of Directors had done the annual

evaluation of its own performance, its committees and individual directors. The Nomination and

Remuneration Committee reviewed the performance of the individual directors on the basis of criteria

such as the contribution of the individual director to the Board and committee meetings.

CSR Committee

The Company does not fulfill any of the three criteria specified in Section 135(1) of the Companies

Act, 2013 and as such is not required to comply with the provisions of Section 135 of the Companies

Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.


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16

Internal Control System

Adequate internal control systems are in place to maintain quality of product, proper accounting as per

norms and standards prescribed, asset maintenance and its proper use. The Company has an

independent internal auditor, who periodically reviews the accounts and reports to the Audit

Committee.

Risk Management:

The management continuously access the risk involved in the business and all out efforts are made to

mitigate the risk with appropriate action.

Employee:

The Company had no employee during the year under review.

Remuneration was paid to only Managing Director. No remuneration was paid to any of the directors.

Hence, the particulars of employees required under Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are not provided.

Since the Company had no employee during the year under review, information required under Section

197(12) of the Companies Act, 2013 read with Rule 5 (2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule, 2014, is not furnished.

Auditors:

According to Directors, there are no adverse remarks made by Statutory Auditors in their report. Notes

to the accounts are self explanatory to comments/observation made by the auditors in their report.

Hence, no separate explanation is given.

M/s. Bhatter & Co., Chartered Accountants, Statutory Auditors, resigned on 24.8.2020. The Board of

Directors appointed M/s. Pravin Chandak & Associates, Chartered Accountants, as Statutory Auditors of

the Company on 8th September, 2020. The said auditors will relinquish the office at the forthcoming

Annual General Meeting. Members are requested to appoint Auditors and fix their remuneration. M/s.

Pravin Chandak & Asosicates, Chartered Accountants, have confirmed that their appointment as

Statutory Auditors, if made, will be within the provisions of the Companies Act, 2013.

Secretarial Audit Report

During the year, Secretarial Audit was carried out by M/s. DDB & Company, Practicing Company

Secretaries for the financial year 2019-20. The report on the Secretarial Audit is appended as

Annexure II to this report.

Details of significant & material orders Passed by the regulators or Courts or Tribunal:

No such order was passed by any of the authorities, which impacts the going concern status and

company’s operations in future.

Extract of Annual Return

Pursuant to the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013 a copy of

the Annual Return of the Company for the year ended 31st March, 2020 is placed on the Company’s

website.

Vigil Mechanism:

The Company has a vigil mechanism policy to deal with instances of fraud and mismanagement. The

whistle blower policy is adopted by the Board of Directors and is hosted on the website of the


Annual report

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17

Company.

Fraud reporting:

During the year, no fraud whether actual, suspected or alleged was reported to the Board of Directors.

Prevention of sexual harassment at workplace:

Since the Company does not have any woman employee, the provisions of the ‘Sexual Harassment of

Women at Workplace (Prevention, Prohibition & Redressal) Act are not applicable.

Cautionary statement:

Statements in the Annual Report, particularly those which relate to Management Discussion and

Analysis may constitute forward looking statements within the meaning of applicable laws and

regulations. Although the expectations are based on the reasonable assumption, the actual results

might differ.

Acknowledgement:

The Directors wish to place on record their deep sense of appreciation to the Company’s Bankers for

their unstinted support. Your directors also wish to thank the shareholders for confidence reposed in

the management of the Company.

For & On Behalf of Board of Directors

ALAN SCOTT INDUSTRIESS LTD.

Sd/-

SALONI SURESH JAIN

(CHAIRMAN)

DIN: 07361076

Place: Mumbai

Dated: 02/12/2020


Annual report

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18

Annexure I

Nomination and Remuneration Committee Policy of Alan Scott Industriess Ltd.

1. OBJECTIVE The Nomination and Remuneration Committee and this Policy shall be in compliance with Section

178 of the Companies Act, 2013 read with relevant rules thereto and Clause 49 of the Listing

Agreement. The Key Objectives of the Committee are:

• To guide the Board in relation to appointment and removal of Directors, Key Managerial

Personnel and Senior Management.

• To evaluate the performance of the members of the Board and provide necessary report to the

Board for further evaluation of the Board.

• To recommend the Board on remuneration payable to the Directors, Key Managerial

Personnel and Senior Management.

• To retain, motivate and promote talent and to ensure long term sustainability of talented

managerial persons and create competitive advantage.

• To devise a policy on Board diversity.

• To develop a succession plan for the Board and to regularly review the plan.

2. DEFINITIONS

a) Act means the Companies Act, 2013 as amended from time to time and the Rules made

thereunder.

b) Board means Board of Directors of the Company. c) Directors mean Directors of the Company.

d) Key Managerial Personnel means – (i) Chief Executive Officer or the Managing Director or

Whole-time Director or the Manager; (ii) Chief Financial Officer; (iii) Company Secretary;

and (iii) such other officer as may be prescribed.

e) Senior Management means personnel of the company who are members of its core

management team excluding the Board of Directors including Functional Heads.

3. ROLE OF COMMITTEE

3.1 Matters to be dealt with, perused and recommended to the Board by the Nomination and

Remuneration Committee

3.1.1 Formulate the criteria for determining qualifications, positive attributes and independence of

a director.

3.1.2 Identify persons who are qualified to become Director and persons, who may be appointed

in Key Managerial and Senior Management positions in accordance with the criteria laid

down in this policy.

3.1.3 Recommend to the Board, appointment and removal of Director, KMP and Senior

Management Personnel.

3.2 Policy for appointment and removal of Director, KMP and Senior Management

3.2.1 Appointment criteria and qualifications

a) The Committee shall identify and ascertain the integrity, qualification, expertise and experience

of the person for appointment as Director, KMP or at Senior Management level and

recommend to the Board his / her appointment.

b) A person should possess adequate qualification, expertise and experience for the position he /

she is considered for appointment. The Committee has discretion to decide whether

qualification, expertise and experience possessed by a person are sufficient / satisfactory for

the concerned position.


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19

c) The Company shall not appoint or continue the employment of any person as Whole-time

Director or Managing Director, who has attained the age of seventy years; Provided that the

term of the person holding this position may be extended beyond the age of seventy years

with the approval of shareholders by passing a special resolution based on the explanatory

statement annexed to the notice for such motion indicating the justification for extension of

appointment beyond seventy years.

3.2.2 Term / Tenure a) Managing Director/Whole-time Director:

The Company shall appoint or re-appoint any person as its Executive Chairman, Managing Director or

Whole-time Director and designate them for a term not exceeding five years at a time. No re-

appointment shall be made earlier than one year before the expiry of term.

b) Independent Director:

• An Independent Director shall hold office for a term up to five consecutive years on the

Board of the Company and will be eligible for re-appointment on passing of a special

resolution by the Company and disclosure of such appointment in the Board's Report.

• No Independent Director shall hold office for more than two consecutive terms, but such

Independent Director shall be eligible for appointment after expiry of three years of

ceasing to become an Independent Director;

Provided that an Independent Director shall not, during the said period of three years, be

appointed in or be associated with the Company in any other capacity, either directly or

indirectly. However, if a person who has already served as an Independent Director for 5 years

or more in the Company as on October 1, 2014 or such other date as may be determined by the

Committee as per regulatory requirement; he/ she shall be eligible for appointment for one

more term of 5 years only.

• At the time of appointment of Independent Director it should be ensured that number of

Boards on which such Independent Director serves is restricted to seven listed companies as

an Independent Director and three listed companies as an Independent Director in case such

person is serving as a Whole-time Director of a listed company or such other number as may

be prescribed under the Act.

• 3.2.3 Evaluation

The Committee shall carry out evaluation of performance of every Director, KMP and Senior

Management Personnel at regular interval (yearly).

3.2.4 Removal

Due to reasons for any disqualification mentioned in the Act or under any other applicable Act, rules

and regulations thereunder, the Committee may recommend, to the Board with reasons recorded in

writing, removal of a Director, KMP or Senior Management Personnel subject to the provisions and

compliance of the said Act and rules made thereunder.

3.2.5 Retirement

The Director, KMP and Senior Management Personnel shall retire as per the applicable provisions of

the Act and the prevailing policy of the Company. The Board will have the discretion to retain the

Director, KMP, Senior Management Personnel in the same position/ remuneration or otherwise even

after attaining the retirement age, for the benefit of the Company.

3.3 Policy relating to the Remuneration for the Whole-time Director, KMP and Senior Management

Personnel

3.3.1 General a) The remuneration / compensation / commission etc. to the Managing Director, Whole-time

Director, KMP and Senior Management Personnel will be determined by the Committee and

recommended to the Board for approval. The remuneration / compensation / commission payable to

Managing Director, Whole-time Director and Director shall be subject to the prior/post approval of the

shareholders of the Company and Central Government, wherever required.


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20

b) The remuneration and commission to be paid to the Managing Director, Whole-time Director and

Directors shall be in accordance with the conditions laid down in the Articles of Association of the

Company and as per the provisions of the Act.

c) Increments/revision to the existing remuneration/compensation payable to Managing Director,

Whole-time Director and Directors may be recommended by the Committee to the Board, which

should be within the limits approved by the Shareholders.

d) Where any insurance is taken by the Company on behalf of its Directors, Chief Executive Officer,

Chief Financial Officer, the Company Secretary and any other employees for indemnifying them

against any liability, the premium paid on such insurance shall not be treated as part of the

remuneration payable to any such personnel; Provided that if such person is proved to be guilty, the

premium paid on such insurance shall be treated as part of the remuneration.

3.3.2 Remuneration to Whole-time, Managing Director, Directors, KMP and Senior Management

Personnel:

a) Fixed pay:

The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for a monthly

remuneration as may be approved by the Board on the recommendation of the Committee. The

breakup of the pay scale and quantum of perquisites including, employer’s contribution to P.F,

pension scheme, medical expenses, club fees etc. shall be decided and approved by the Board/ the

Person authorized by the Board on the recommendation of the Committee and approved by the

shareholders and Central Government, wherever required.

b) Minimum Remuneration:

If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall

pay remuneration to its Managing Director and Whole-time Director in accordance with the provisions

of Schedule V of the Act and if it is not able to comply with such provisions, with the previous

approval of the Central Government.

c) Provisions for excess remuneration:

If Managing Director and/or Whole-time Director draws or receives, directly or indirectly by way of

remuneration any such sums in excess of the limits prescribed under the Act or without the prior

sanction of the Central Government, where required, he / she shall refund such sums to the Company

and until such sum is refunded, hold it in trust for the Company. The Company shall not waive

recovery of such sum refundable to it unless permitted by the Central Government.

3.3.3 Remuneration to Non- Executive / Independent Director: a) Remuneration / Commission:

The remuneration / commission shall be fixed as per the slabs and conditions mentioned in the

Articles of Association of the Company and the Act. b) Sitting Fees:

The Non- Executive / Independent Director may receive remuneration by way of fees for attending

meetings of Board or Committee thereof; Provided that the amount of such fees shall not exceed Rs.

One Lac per meeting of the Board or Committee or such amount as may be prescribed by the Central

Government from time to time.

c) Commission:

Commission may be paid within the monetary limit approved by shareholders, subject to the limit not

exceeding 1% of the profits of the Company computed as per the applicable provisions of the Act.

d) Stock Options: An Independent Director shall not be entitled to any stock option of the Company.

4. MEMBERSHIP

4.1 The Committee shall consist of a minimum three (3) non-executive directors, majority of them

being independent.

4.2 Minimum two (2) members shall constitute a quorum for the Committee meeting.

4.3 Membership of the Committee shall be disclosed in the Annual Report.

4.4 Term of the Committee shall be continued unless terminated by the Board of Directors.

5. CHAIRPERSON

5.1 Chairperson of the Committee shall be an Independent Director.


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21

5.2 Chairperson of the Company may be appointed as a member of the Committee but shall not be a

Chairman of the Committee.

5.3 In the absence of the Chairperson, the members of the Committee present at the meeting shall

choose one amongst them to act as Chairperson. 5.4 Chairman of the Nomination and Remuneration Committee meeting could be present at the

Annual General Meeting or may nominate some other member to answer the shareholders’ queries.

6. FREQUENCY OF MEETINGS

The meeting of the Committee shall be held at such regular intervals as may be required.

7. COMMITTEE MEMBERS’ INTERESTS

7.1 A member of the Committee is not entitled to be present when his or her own remuneration is

discussed at a meeting or when his or her performance is being evaluated.

7.2 The Committee may invite such executives, as it considers appropriate, to be present at the

meetings of the Committee.

8. DUTIES OF COMMITTEE

A) The duties of the Committee in relation to nomination matters shall include:

8.1 Ensuring that there is an appropriate induction in place for new Directors and members of Senior

Management and reviewing its effectiveness;

8.2 Ensuring that on appointment to the Board, Non-Executive Directors receive a formal letter of

appointment;

8.3 Identifying and recommending Directors who are to be put forward for retirement by rotation.

8.4 Determining the appropriate size, diversity and composition of the Board;

8.5 Setting a formal and transparent procedure for selecting new Directors for appointment to the

Board;

8.6 Developing a succession plan for the Board and Senior Management and regularly reviewing the

plan;

8.7 Evaluating the performance of the Board members and Senior Management in the context of the

Company’s performance from business and compliance perspective;

8.8 Making recommendations to the Board concerning any matters relating to the continuation in

office of any Director at any time including the suspension or termination of service of an Executive

Director as an employee of the Company subject to the provision of the law and their service contract.

8.9 Delegating any of its powers to one or more of its members or the Secretary of the Committee;

8.10 Recommend any necessary changes to the Board; and

8.11 Considering any other matters, as may be requested by the Board.

B) The duties of the Committee in relation to remuneration matters shall include:

8.12 To consider and determine the Remuneration Policy, based on the performance and also bearing

in mind that the remuneration is reasonable and sufficient to attract retain and motivate members of

the Board and such other factors as the Committee shall deem appropriate all elements of the

remuneration of the members of the Board.

8.13 To approve the remuneration of the Senior Management including key managerial personnel of

the Company maintaining a balance between fixed and incentive pay reflecting short and long term

performance objectives appropriate to the working of the Company.

9. To delegate any of its powers to one or more member(s) of the Committee.

10. MINUTES OF COMMITTEE MEETING

Proceedings of all meetings shall be minuted and signed by the Chairman of the Committee at the

subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent Board and

Committee meeting.


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22

Annexure II

SECRETARIAL AUDIT REPORT For the Financial ended 31

st March, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To, The Members,

Alanc Scott Industriess Ltd.

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the

adherence to good corporate practices by Alan Scott Industriess Limited. (hereinafter called “the

Company”). Secretarial Audit was conducted in a manner that provided me a reasonable basis for

evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Company’s books, papers, minute books, forms and returns filed and

other records maintained by the Company and also the information provided by the Company, its

officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report

that in my opinion, the Company has, during the audit period comprising the Company’s Financial

Year from 1st

April, 2019 to 31st

March, 2020 complied with the statutory provisions listed hereunder

and also that the Company has proper Board-processes and compliance-mechanism in place to the

extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the Financial Year ended on 31st

March 2020 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings; - Not applicable since the Company does not have any FDI, ODI or ECB.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI ACT’): (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and

Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

1992;

I report that during the year under review there was no action/event in pursuance of-

(a) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulations, 2009;

(b) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines, 1999;

(c) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)

Regulations, 2008;


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23

(d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer

Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

and

(f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

The Acts/ Guidelines specifically applicable to the Company as identified by the Management: NIL

I have also examined compliance with the applicable clauses of the following:

a) Secretarial Standards with regard to Meeting of the Board of Directors (SS-1) and General

Meetings (SS-2) issued by the Institute of the Company Secretaries of India.

b) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Listing

Agreement.

During the period under review, the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above.

I further report that –

• The Board of Directors of the Company is duly constituted with proper balance of Executive

Director, Non-Executive Directors and Independent Directors. The changes in the composition

of the Board of Directors that took place during the year under review were carried out in

compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed

proposal on agenda were sent in advance duly complying with the time limits specified and a

system exits for seeking and obtaining further information and clarifications on the agenda

items before the meeting and for meaningful participation at the meeting.

• As per the minutes of the meeting duly recorded and signed by the chairman, the decisions of

the Board were unanimous and no dissenting views have been recorded.

I further report that based on the information provided by the Company, its officers and authorised

representatives during the conduct of the audit, in my opinion adequate systems and processes and

control mechanism exists commensurate with the size and operation of the Company to monitor and

ensure compliance with applicable general laws, rules, regulations and guidelines.

I further report that the compliance by the Company of applicable financial laws like direct and

indirect tax laws has not been reviewed in this audit since the same has been subject to review by

statutory financial audit and other designated professionals.

I further report that during the audit period, there was no other specific event/action in pursuance of

the above referred laws, rules, regulations, guidelines, etc. referred to above, having major bearing on

the Company’s affairs except there was change in Promoters of the Company.

For M/s. DDB & Co.

Place: Rajkot

Date: 02/12/2020

Sd/-

Dhruvalkumar D Baladha

Practicing Company Secretary

ACS No. 38103

C.P. No. 14265

UDIN-F010562B001371636

Note: This report is to be read with my letter of even date which is annexed as ‘Annexure A’ and forms an

integral part of this report


Annual report

Page

24

Annexure A

To,

The Members,

Alan Soctt Industriess Ltd.

My report of even date is to be read with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My

responsibility is to express an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance

about the correctness of the contents of the secretarial records. The verification was done on the test

basis to ensure that correct facts are reflected in secretarial records. I believe that the process and

practices, I followed, provide reasonable basis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and books of accounts of

the Company. Wherever required, I have obtained the management representation about the

compliance of the laws, rules and regulations and happening of events etc.

4. The compliance of the provisions of corporate and other applicable laws, rules, regulations and

standards is the responsibility of the management. My examination was limited to the verification of

procedure on test basis.

5. The secretarial audit report is neither an assurance as to future viability of the Company nor of the

efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Rajkot

Date: 02/12/2020

SD/-

Dhruvalkumar D Baladha

Practicing Company Secretary

M. No. 38103

COP No. 14265

UDIN-F010562B001371636


Annual report

Page

25

CEO/ MANAGING DIRECTOR & CHIEF FINANCIAL OFFICER CERTIFICATION

To,

The Board of Directors

Alan Scott Industriess Limited

Juhu, Mumbai - 400069

Subject: Certificate in accordance with Regulation 33(2) (a) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015:

We, undersigned certify that the Audited Financial Results for the year ended 31st March, 2020 prepared in

accordance with Clause 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

do not contain any false or misleading statement or figures and do not omit any material fact which may make

the statements or figures contained therein misleading and we further certify that;

A. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2020

and that to the best of our knowledge and belief:

i. these statements do not contain any materially untrue statement or omit any material fact or

contain statements that might be misleading;

ii. these statements together present a true and fair view of the Company’s affairs and are in

compliance with existing accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the listed entity during

the year which are fraudulent, illegal or violative of the Company’s code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that

we have evaluated the effectiveness of internal control systems of the Company pertaining to financial

reporting and we have disclosed to the auditors and the audit committee, deficiencies in the design or

operation of such internal controls, if any, of which we are aware and the steps we have taken or propose

to take to rectify these deficiencies.

D. We have indicated to the auditors and the Audit committee:

i. significant changes in internal control over financial reporting during the year;

ii. significant changes in accounting policies during the year and that the same have been disclosed

in the notes to the financial statements; and

iii. instances of significant fraud of which they have become aware and the involvement therein, if

any, of the management or an employee having a significant role in the Company’s internal

control system over financial reporting.

Sd/- Sd/-

Soketu Parikh Asmita Parikh

Managing Director Director & CFO

DIN: 00178665 DIN: 00178701

Date: 29th

June, 2020

Place: Mumbai


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Page

26

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ALAN SCOTT INDUSTRIESS LIMITED

Report on the Financial Statements

Opinion

We have audited the accompanying Ind AS financial statements of ALAN SCOTT INDUSTRIESS

LIMITED (“the Company”), which comprise the Balance Sheet as at 31st March 2020 , the Statement of

Profit and Loss ( Including Other Comprehensive Income) the cash flow statement and statement of change in

equity for the year then ended , and a summary of significant accounting policies and other explanatory

information (hereinafter referred to as “ the financial statement”).

In our opinion and to the best of our information and according to the explanations given to us, except for the

possible effects of the matter described in emphasis of Matter paragraph the aforesaid financial statements give

the information required by the Act in the manner so required and give a true and fair view in conformity with

the accounting principles generally accepted in India including IND AS specified under section 133 of the Act ,

of the state of affairs ( Financial Position) of the Company as at 31st March, 2020, and its loss (Financial

Performance including Other Comprehensive income) , its cash flow and the change in equity for the year

ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in accordance with the Standards on Auditing specified

under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the

Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent

of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of

India (ICAI) together with the independence requirements that are relevant to our audit of the financial

statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the

financial statements.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies

Act, 2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view

of the financial position, financial performance( Including other comprehensive income), cash flow and change

in equity of the Company in accordance with the accounting principles generally accepted in India, including

the India Accounting Standards (IND AS) specified under section 133 of the Act. This responsibility also

includes maintenance of adequate accounting records in accordance with the provisions of the Act for

safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities;


Annual report

Page

27

selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant

to the preparation and presentation of the financial statements that give a true and fair view and are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless management either intends to liquidate the Company or to cease the

operations, or has no realistic alternative but to do so.

The Board of Directors are responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibility

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free

from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our

opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in

accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional

skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that

is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

• Obtain an understanding of internal financial controls relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also

responsible for expressing our opinion on whether the Company has adequate internal financial controls

system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by management.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting and,

based on the audit evidence obtained, whether a material uncertainty exists related to events or

conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If

we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report

to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify

our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause the Company to cease to continue as a going

concern.


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28

• Evaluate the overall presentation, structure and content of the financial statements, including the

disclosures, and whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including any significant deficiencies in internal control that

we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence, and to communicate with them all relationships and other matters that

may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on Other Legal and Regulatory Requirements

(i) As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the

Central Government of India in terms of sub-section (11) of section 143 of the Act, we give

in Annexure A.

(ii) Further to our comments in Annexure A , as required by sub- section (3) of section 143of the Act, we

report that :

(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit;

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as

it appears from our examination of those books;

(c) The Balance Sheet, Statement of Profit and Loss ( Including other comprehensive income), the cash

flow statement and statement of change in equity dealt with by this Report are in agreement with the

books of account;

(d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified

under section 133 of the Act.

(e) On the basis of written representations received from the Directors as on 31st March,2020 and taken

on record by the Board of Dire

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